S U D H A A P P A R E L S L I M I T E D CIN: L17299WB1981PLC033331

Registered Office: 2/5, Sarat Bose Road, Sukh Sagar, Flat No.8A, 8th Floor, Kolkata-700 020, Phone: 033-30522053

Website: http://www.sudhaapparels.com. ; Email: secretarial@sudhaapparels.com

N O T I C E Notice is hereby given that 35th Annual General Meeting of Sudha Apparels Limited will be held on Friday the 30th September, 2016 at 11.30 A.M. at the Registered Office of the Company at 2/5, Sarat Bose Road, Sukh Sagar, Flat No.8A, 8th Floor, Kolkata-700 020, to transact the following business:- ORDINARY BUSINESS

1. To consider and adopt the (a) Audited Financial Statements for the year ended 31st March, 2016 together with the Reports of Directors and Auditors thereon and (b) the Audited Consolidated Financial Statements for the year ended 31st March, 2016 together with the Reports of Auditors thereon and in this regard to pass the following resolution as ordinary resolution(s):

(a) “RESOLED THAT the Audited Financial Statements of the Company for the financial

year ended 31st March, 2016 together with the Reports of Directors and Auditors thereon be and are hereby considered and adopted.”

(b) “RESOLED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2016 together with the Reports of Auditors thereon be and are hereby considered and adopted.”

2. To appoint a Director in place of Smt. Savita Jindal, who retires by rotation and being

eligible, offers herself for re-appointment and in this regard to pass the following resolution as an ordinary resolution: “RESOLED THAT Smt. Savita Jindal (DIN 00449740), who retires by rotation and being eligible, offers herself for re-appointment be and is hereby re-appointed as Director of the Company.”

3. To appoint Auditors of the Company and to fix their remuneration and in this regard to pass

the following resolution as an ordinary resolution: “RESOLVED THAT M/s. Khandelwal Prajapati and Co., Chartered Accountants (Firm Registration No. 313154E) be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this meeting until conclusion of the next Annual General Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.”

By Order of the Board

Place: Gurgaon RAJESH GUPTA

Dated: 10th August, 2016 Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Form of Proxy is separately annexed. The instrument of Proxy, in order to be effective must be deposited at the registered office of the Company, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of companies/ bodies corporate must be supported by an appropriate resolution/authority as applicable. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person and shareholder.

2. Members/Proxies attending the meeting are requested to bring their copy of the Annual Report

for reference at the meeting and also the Attendance Slip duly filled in for attending the meeting.

3. Members desirous of getting any information in respect of Accounts of the Company are

requested to send their queries in writing to the Company at its Registered Office so as to reach at least 7 days before the date of the meeting so that the required information can be made available at the meeting.

4. Details of the Director seeking appointment/re-appointment at the forthcoming Annual General

Meeting (Pursuant to Regulations 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015)

Name of the Director Smt. Savita Jindal Age 59 Years Qualification Graduate Experience Prominent business-women having wise business

experience Date of appointment as Director of the company

30.12.2005

Relation-ship between Directors inter-se None Name of listed entities in which person also holds Directorship

Nil

Membership of Committee of the Board of listed entities

Nil

Shareholding of non-executive Directors 1,06,662 Inter-se relationship with other Directors Nil

5. In case of joint holders attending the meeting, only such joint holder who is higher in the order

of names recorded in the Register of Members will be entitled to vote.

6. Relevant documents referred to in the accompanying notice are open by the members for inspection at the Registered Office of the Company between 10.00 A.M. to 1.00 P.M. on any working day upto the date of the Annual General Meeting and also at the meeting.

7. Pursuant to Section 101 of the Companies Act, 2013 and rules made thereunder, the

companies are allowed to send communication to shareholders electronically. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Reports, Notices, Circulars, etc. from the Company electronically.

8. Voting through electronic means:

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management And Administration) Rules, 2014 as amended, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, the Company is pleased to provide ‘remote e-voting’ facility through National Securities Depository Limited (NSDL) as an alternative, for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the 35th Annual General Meeting (AGM) of the Company. The facility for voting, through ballot / polling paper shall also be made available at the venue of the AGM. The members attending the meeting, who have not already cast their vote through remote e-voting may attend the meeting, but shall not be entitled to cast their vote again at the AGM. The voting rights of shareholders shall be in proportion to their shares of the Paid-up Equity Share Capital of the Company as on cut-off date i.e. 23rd September, 2016. Mr. Sandeep Agarwal, Chartered Accountant (Membership No. 065643) has been appointed as Scrutinizer for providing facility to the Members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner. The Scrutinizer shall submit his report, to the Chairman Director, within 48 hours from the conclusion of Annual General Meeting. The result declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.sudhaapparels.com and shall simultaneously be communicated to the Stock Exchange.

The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for Members whose email IDs are registered with the Company/Depository Participants(s)]:

(i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client

ID or Folio No. as password. The said PDF file (ii) Launch internet browser by typing the following URL:

https://www.evoting.nsdl.com/ (iii) Click on Shareholder – Login (iv) Put user ID and password as initial password/PIN noted in step (i) above.

Click Login. (v) Password change menu appears. Change the password/PIN with new

password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” (E-Voting Event Number) of “Sudha Apparels Limited”. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Voting has to be done for each item of the Notice separately. In case you

do not desire to cast your vote on any specific item it will be treated as abstained.

(x) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(xi) Upon confirmation, the message “Vote cast successfully” will be displayed. (xii) Once you have voted on the resolution, you will not be allowed to modify

your vote.

(xiii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to rashmico@icai.org with a copy marked to evoting@nsdl.co.in

B. In case a Member receives physical copy of the Notice of AGM [for Members whose email IDs are not registered with the Company/Depository Participants(s)] :

(i) Initial password is provided as below/at the bottom of the attendance

Slip for the AGM: EVEN (Remote e-voting Event Number)

USER ID

PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xiii) of ‘A’ above, to

cast vote.

I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

II. You can also update your mobile number and e-mail id in the user profile details of the

folio which may be used for sending future communication(s).

III. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd September, 2016.

IV. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September, 2016, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Registrar and Transfer Agent (RTA) of the Company.

V. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available onwww.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

VI. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the AGM through ballot paper.

VII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

VIII. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

IX. The Results declared along with the report of the Scrutinizer shall be placed on the

website of the Company http://www.sudhaapparels.com and on the website of NSDL` immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the CSE Limited, Kolkata.

S U D H A A P P A R E L S L I M I T E D CIN: L17299WB1981PLC033331

Registered Office: 2/5, Sarat Bose Road, Sukh Sagar, Flat No.8A, 8th Floor, Kolkata-700 020, Phone: 033-30522053

Website: http://www.sudhaapparels.com. ; Email: secretarial@sudhaapparels.com

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014) Name of the member(s): ...................................................................................................................................................................... Registered address ........................................................................................................................................................................ E-mail ID: ........................................................................................................................................................................ Folio No. / DP ID and Client ID: ........................................................................................................................................................................ I/We, being the member(s) of ……………………..shares of Sudha Apparels Limited, hereby appoint 1) Name: ........................................................................... Address:……………………………………………………….............................................................................. Signature………………………………………………………………..or failing him/her 2) Name: ........................................................................... Address:……………………………………………………….............................................................................. Signature………………………………………………………………..or failing him/her 3) Name: ........................................................................... Address:……………………………………………………….............................................................................. Signature……………………………………………………………….. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35th Annual General meeting of the Company, to be held on Friday, 30th September, 2016 at 11.30 a.m. at 2/5, Sarat Bose Road, Sukh Sagar, Flat No.8A, 8th Floor, Kolkata-700 020 and at any adjournment thereof, in respect of such resolutions as are indicated below:

Resolutions For Against 1. To receive, consider and adopt

(a) the Audited Financial Statement for the financial year ended 31st March, 2016 together with the Reports of Directors and Auditors thereon; and

(b) the Audited Consolidated financial statement for the year ended 31st March, 2016 together with the Reports of Auditors thereon;

2. Re-appointment of Smt. Savita Jindal who retires by rotation

3. Appointment of Auditors and fixing their remuneration

*Applicable for investors holding shares in electronic form.

Signed this ………. Day of ………………… 2016 Signature of shareholder .............................. ……………………….. ……………………….. Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder *Please put a (√ ) in the appropriate column against the resolution indicator in the box. Alternatively, you may mention the no. of shares in the appropriate column in respect of which you would like your proxy to vote. If you leave all the columns blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate. Notes:

(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

(3) A person can act as a proxy on behalf of members not exceeding fifty holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(4) In case the member appointing proxy is a body corporate, the proxy form should be signed under its

seal or be signed by an officer or an attorney duly authorised by it and an authenticated copy of such authorization should be attached to the proxy form.

(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint

holders should be stated

Affix a Revenue Stamp

S U D H A A P P A R E L S L I M I T E D CIN: L17299WB1981PLC033331

Registered Office: 2/5, Sarat Bose Road, Sukh Sagar, Flat No.8A, 8th Floor, Kolkata-700 020, Phone: 033-30522053

Website: http://www.sudhaapparels.com. ; Email: secretarial@sudhaapparels.com

Attendance slip for the 35th Annual General Meeting

Folio No ……………………………… DP Id* …………………………….. Client Id* …………………………….. I hereby record my presence at the 35th Annual General Meeting of the Company on Friday, 30th September, 2016 at 11.30 A.M. held at 2/5, Sarat Bose Road, Sukh Sagar, Flat No.8A, 8th Floor, Kolkata- 700 020. Name of the attending Member ………………………………………………………………………… (in Block Letters) Name of the Proxy (in Block Letters) …………………………………………………………………… (to be filled in, if the proxy attends instead of the member) No. of Shares held……………………

……………………………………

Members/Proxy’s Signature Note: This attendance slip duly filled in should be handed over at the entrance of the meeting hall. *Applicable for investors holding shares in demat form.